Why are movies considered “timeless”? Is it because the great ones live on in the archives as well as in our hearts and minds? Perhaps, but I prefer to swing the debate towards the idea of how they adapt. Films, in essence, stay the same but our perception of them grow and expand over time as we change. Older and wiser we can look back upon the films of our youth and find flaws while still remaining affectionate. Grown-up and more astute in the ways of the world we can value the inner depths of a storyteller beyond the artificial labels of character and plot. Then there are those rare occasions when seeing the same movie twice is like watching two different movies altogether.

Two films in my life fall into this category and a sadness befalls me as they will probably also be the last two. Ironically enough, both titles are the subject of the most controversial studio decisions in a long history of idiotic decisions. Before Terry Gilliam’s Brazil was re-edited down to nothing with its unfathomable “love conquers all” ending, Sergio Leone’s Once Upon a Time in America saw 90 minutes excised and its labyrinthian timeline reorganized chronologically for its American release. A telling sign for the American dream gone horribly wrong.

At its restored 229-minute cut, Leone in his directorial swan song proves in its first half-hour how he’s the master of cinematic hypnosis. He permeates an air of mystery that has you intrigued to what’s going on, what HAS happened and who these characters are that are populating the screen. Opening with a brutal murder and torture, we are thrust into the end of an era where surviving mobster “Noodles” (Robert DeNiro) is on the run from the latest in a series of miscalculated life decisions that finally turned friendship into betrayal.

As a youngster in New York, Noodles and his gang of friends run errands for the local street boss. With the newly arriving Max (played as an adult by James Woods), the Italian/Jewsh brotherhood formed a bond that would see them, in the true entreprenaureal spirit, create an invention that would benefit not the common man, but the bootleggers in fear of coast guard inspection. When competition turns progress into tragedy, Noodles goes to prison and comes out the other side a dozen years later to see his friends flourishing but never forgetting.

Leone, co-adapting from Harry Grey’s novel (The Hoods), isn’t concerned with grand crime capers (although the film has its solid share including a comical baby-switching moment that would be right at home in A Clockwork Orange), but about history and time. His unsubtle thematic gestures manifest once again as a stolen watch becomes the symbol of the friendship of Max and Noodles, of lost time and the passage of it into a Dickensian grandeur. Other directors can try to pull off parallels between characters and the actions that unconsciously affect those around them at later periods, but Leone lyrically usurps us into a slow haze consisting of languid camera movements and Ennio Morricone’s virtuoso score. It’s a type of filmmaking that just doesn’t exist anymore (even Scorsese, a Leone worshipper, likes to cut fast) and will frustrate any viewer looking at their own watch during that opening half-hour.

From Morricone’s music to the subtle ambient noises, Leone uses all sound like a composer in the Garden of Eden. Whole set pieces develop out of sound, beginning with a ringing telephone that permeates over several scenes until we discover its destination. Even the fear of the evening noises of New York can’t compare to the tension of a stirring spoon in a roomful of blurred suspicion.

The setting “in America” is not a complete encapsulation of the country anymore than “the West” was in Leone’s classic western. It’s one story of one time that is more in love with the cinema than its actual setting; a fact that Leone has corroborated. Like the Hollywood that strived on celebrating gangsters in the movies of the 30s, when Prohibition is repealed (or the box office runs dry) leaving those like Noodles and Max out-of-business, it’s time for a new era of robbers like Butch Cassidy and Clyde Barrow; a tradition that the anti-heroes of Leone’s epic are all-too-ready to help begin.

With a history of classic anti-heroes that includes Barrow, Henry Hill and the Corleones, DeNiro’s Noodles may be both the easiest and the most difficult to sympathize with. Sure they steal, lie and kill, but very few possess the seething animalistic quality that Noodles saves up for unspecial occasions.

Noodles was never a parent’s bragging rights as a kid, but the one constant was his love for Deborah (played most confidently as a child by Jennifer Connelly in her debut and Elizabeth McGovern as the never-aging adult.) She represents that other road; one which she is more than happy to steer him to. But the choice to get behind the wheel is all his and Max is there to jerk it just as he’s getting it started.

Noodle’s libido overdrive can be attributed (and forgiven) to bouts of adolescent discovery and a backed-up prison residence. Pent-up frustration and years of rejection however eventually get the better of him to label him, for lack of a better term, a serial rapist. Despite its fairy tale ruminations, the Once Upon a Time certainly doesn’t apply to the film’s women. One woman (it can be argued) all but asked for it, another is a nympho-in-training but the third in the trifecta is as disturbing and sad as any brutalization we’ve ever witnessed on screen (and that includes the 9-minute unbroken rape sequence in Gaspar Noe’s Irreversible.)

Leone has always been accused of misogyny towards his female characters and it takes the melancholy reflections by an actor like DeNiro to somehow make them endurable past the point of utter hatred. Minor femmes have their breasts held at gunpoint or shot in cold blood before our discovery of how meaningless they actually are to the overall story. Three times does Noodles get first crack at a woman before Max gets a more mentally penetrating form of sloppy seconds at the realization of the kind of love that he will never experience (symbolized early by his inability to perform.)

Leone’s grand moment in this whole outlook though comes during a sequence that would normally be cut from any other film. It involves a supporting character who is never more to the story than just one of the gang. The promise of sexual gratification is offered in exchange for nothing more than a cream puff. As he proudly buys one and is then forced by the girl to wait for her, he sits down on the stairs thinking about his options. He gives in to take a little taste, enjoys it, carefully fingers up the excess cream on the wrapping but leaves the cherry for her. (Remember, Leone ain’t subtle.) Finally he can’t wait any longer, eats the topping and inhales the whole thing, almost completely forgetting why he bought the thing in the first place. Anyone who can’t appreciate all the thematic instruments playing in that scene has no business pretending to be a film lover.

What I remember seeing of Once Upon a Time in America on either cable or video as a youth is irrevelent since my jogged recollection pieces it together as if it were the chopped-up version. Revisiting it for the first time in a single sitting must recall what it must have been like for critics in 1984 to finally see Leone’s vision in all its glory. As that final freeze frame begin to haunt my dreams before I even went to sleep, it was impossible to nearly start writing a thesis paper on what that final image implied. Time magazine’s Richard Schickel’s interpretation of a modern opium dream is too simplistic to do the experience justice. Since the flashback can be attributed to two places on the timeline, are we looking at a satisfaction of finally doing the right thing, a glee of having gotten just revenge for exposing his vulnerability to the world or merely the one look of escape from the hell he’s created for himself? When a final shot of a nearly four-hour movie can have you thinking for hours before you can even get back to the other 228-minutes, then yes, you have just witnessed a dream; a cinematic one that doesn’t come along often enough.